SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 21, 1996
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Physicians Resource Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13778 76-0456864
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Three Lincoln Centre, Suite 1540, 5430 LBJ Freeway, Dallas, TX 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 982-8200
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Item 5. Other Events.
On November 21, 1996, Physicians Resource Group, Inc., a Delaware
corporation (the "Company"), gave the following notice by press
release, which notice is being filed herewith in accordance with Rule
135c of the Securities Act of 1933, as amended:
Dallas, Tx. - November 21, 1996 -- Physicians Resource Group, Inc.
(NYSE: PRG) today announced that it intends to make a private offering
of $125 million aggregate principal amount of convertible subordinated
debentures due 2001. The debentures will be unsecured obligations,
convertible into PRG common stock and subordinated to all present and
future senior indebtedness of PRG.
PRG intends to use the net proceeds of the offering to repay bank
indebtedness incurred in connection with acquisitions and for general
corporate purposes, including the funding of potential future
acquisitions.
The debentures and the underlying common stock have not been
registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
The debentures will be offered within the United States only to
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) and institutional "accredited investors" (as defined
in Rule 501 under the Securities Act) and outside the United States to
certain persons in reliance upon Regulation S under the Securities
Act.
PRG is the nation's leading provider of physician practice management
services to ophthalmic and optometric practices. PRG develops
integrated eye care delivery systems through affiliations with locally
prominent eye care practices in selected geographic markets across the
United States. PRG acquires the operating assets of these practices
and develops the practices into comprehensive eye care networks by
providing management expertise, marketing, information systems,
capital resources and ancillary services such as surgery centers and
optical dispensaries.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the debentures or the underlying
common stock.
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Item 7. Exhibits.
Exhibit No. Description
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4.1 - Restated Certificate of Incorporation of Physicians Resource
Group, Inc.(1)
4.2 - Certificate of Designations, Preferences, Rights and Limitations
of Class A Preferred Stock of Physicians Resource Group, Inc.(1)
4.3 - Third Amended and Restated Bylaws of Physicians Resource Group,
Inc.(2)
4.4 - Form of Warrant Certificate(1)
4.5 - Rights Agreement dated as of April 19, 1996 between Physicians
Resource Group, Inc. and Chemical Mellon Shareholder Services(3)
4.6 - Form of certificate evidencing ownership of Common Stock of
Physicians Resource Group, Inc.(1)
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(1) Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (No. 33-91440) and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, and incorporated
herein by reference.
(3) Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-3852) and incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PHYSICIANS RESOURCE GROUP, INC.
By:/s/ Richard J. D'Amico
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Richard J. D'Amico
Senior Vice President and
General Counsel
Date: November 29, 1996
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November 29, 1996
VIA FEDERAL EXPRESS
File Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Physicians Resource Group, Inc. ("PRG")
Current Report on Form 8-K
Dear Madame or Sir:
On behalf of PRG, please find an electronic transmission of PRG's
Current Report on Form 8-K.
Very truly yours,
/s/ Laura F. James
Laura F. James
Enclosure
cc: Richard J. D'Amico
Richard M. Owen
Kimberlee K. Rozman
James S. Ryan, III
